The Girl With The Red Mask
by 1Strangeness-Charm1
Summary: When Felicity is seventeen years old she meets Oliver Queen, a boy who falls for the pretty dancer that shoots him down. But life is never as simple as one would like it to be. Together they live in their own little world, where neither her poverty nor the pressures of his social status effect them, until one day reality makes itself known, and a simple choice marks their lives.
1. Chapter 1

**_Title:_** The Girl With The Red Mask

 ** _Category:_** Arrow

 ** _Genre:_** Romance

 ** _Ship:_** Felicity/Oliver

 ** _Chapter Rating:_** pg-13

 ** _Overall Rating:_** mature

 ** _Chapter Word Count:_** 2,539

 ** _Summary:_** (au) When Felicity is seventeen years old she meets Oliver Queen, a boy who falls for the pretty dancer that shoots him down. But life is never as simple as one would like it to be. Together they live in their own little world, where neither her poverty nor the pressures of his social status effect them, until one reality makes itself known, and a simple choice marks their lives.

* * *

 ** _Part One_**

 ** _Starling City: 2007_**

 ** _-1-_**

Of course she heard the whispers. It was impossible not to. There were times when she wondered just why kids in high school were so damn mean and vicious to each other. Really, it just didn't make sense to her. But then again she supposed that it was hard to pinpoint the reason as to why. Felicity didn't really like the idea that most bullies were bullies because they had some sort of difficult home life, or they were attempting to hide some insecurities about themselves. That kind of thinking tended to victimize the bullies, make them seem like they weren't to blame for their actions. When in reality that wasn't really the case. The people that were picked on were the real victims. And the bullies… well, some people were just mean.

She knew almost from the get go that she'd never really manage to be a part of the cool crowd, that if it wasn't for one reason it would inevitably be for another.

"She's such a freak."

"She's not even pretty."

"I heard she's taking all AP classes this year."

"I heard she rehearses for eight hours every day."

Felicity stopped mid-stretch and rolled her eyes. Her instructor had asked her to keep the door open, stating that familiarizing oneself with the scrutiny of the public eye was something that she'd have to get used to eventually. While she had to give her credit for stating something that was very much true, she also failed to see how the scrutiny of the public eye and the vicious jabs of the popular high school crowd were synonymous with one another. Felicity wasn't naive enough to think that she wouldn't be judged for her looks or the color of her hair, but she did hold hope that along with that would come a certain appreciation for her technique. An awe for the lines of her body and the stories she told through her dance.

In high school it was all about partying and who's dating who and, "Oh my God did you look at the dance freak's hair? I bet she gets it done for ten dollars at some salon in the Glades."

She and her mother did her hair themselves she might add, and while it wasn't as fancy as the $300 blowouts some of the girls at her school got, it sure as hell worked and wasn't needlessly wasteful. A six dollar bottle of hair dye and some more or less expertly used scissors did the trick.

"Excuse me, coming through." Barry's voice wasn't hard to distinguish from the crowd. Apart from it being the only voice not spitting vicious rumors or random speculations about her, it had a certain quality to it. It was soft and gentle, with a tone more likely to praise than to cut down.

She lowered her back carefully, taking care to place her legs underneath her so that the stretch affected her quads just right, and tilted her head back. Her eyes found Barry as he closed the door behind him, and he smiled at her.

"Why are you upside down?" She asked.

"I don't think I'm the one that's upside down." He laughed as he walked over to the side of the studio, depositing his backpack and changing his shoes, trading out his worn out pair of Chuck Taylor's for his fancy new pair of dress shoes. She felt kind of bad about making him break in an entirely new pair, but the original dress shoes that he'd shown her had been damaged beyond repair. For someone with as much money as Barry - and unlike many of the other rich kids at school - he seemed to care very little about shoes and designer labels, which only served to make Felicity like him more.

Once he had his new shoes on, he walked over and stood next to Felicity, making goofy faces at her to try break her concentration. She stuck her tongue out at him, but otherwise ignored him.

"Are you sure you don't want to let me pay you for these lessons?" he asked while she slipped flats on. The heels she'd brought with her were open toed, but Felicity had learned the hard way not to wear those when she was helping out a novice. Her toes would thank her later for wearing the flats.

"Of course I'm sure, friends don't take money from other friends." She walked over to the set up the studio had, finding the song she was looking for and plugging her iPod in. When she didn't hear Barry's response she looked over, one eyebrow raised questioningly.

"It's just… I looked up how much lessons at the studio you go to cost and…"

Felicity sighed. Sometimes it was very easy to forget that her friends here were incredibly wealthy, and though they never did anything to make Felicity feel like she was less due to her lack of a trust fund, it couldn't be helped when this type of conversation popped up. She was positive that none of them knew that the only reason she was able to attend her dance studio was because her instructor had taken a great liking to her and her talent. Still, as nice as Eva Trebunskaya was, Felicity was still required to do some work for her lessons. As a result, Felicity often stayed behind, helping to clean the studio and tidying up. Not a bad trade off, and Felicity was more than happy to help clean if it meant she could continue dancing there.

"Don't worry about it," she stated.

"Fine, but then I'm driving you to your studio after school this week. And buying your lunch." Before Felicity could argue with him he crossed his arms, glaring at Felicity.

She debated for a minute before she nodded. It wasn't charity he was giving her, and it wasn't like he was handing her cash money. Plus, it would be nice to not have to walk the five miles to Trebunskaya's Dance Studio

He smiled at her then, and she couldn't help but smile back. "Show me your hold," she instructed. He did, and she walked around him, straightening his back and correcting his stance. "Good," she said once she was satisfied. "Let's begin."

* * *

The rest of the week passed in much the same way, with Felicity meeting Barry every lunch hour in the school's studio for lessons. Why a high school had a state of the art dance studio when no one even bothered to use it was beyond her, but she'd grown accustomed to the wealth of the students and their parents being shown through the facilities Starling Academy boasted.

It was no secret that Barry had always been a bit uncoordinated. Unfortunately for him, his recent growth spurt - which put him at six feet tall - had left him all but nearly hopeless. It was thus a mystery to her why Barry wanted to learn how to do a proper waltz. Their school dances never amounted to anything more than jumping around and the occasional grinding. The most anyone bothered to do was swaying back and forth during a slow song, and even then they often stopped in favor of making out in the middle of the dance floor.

Felicity walked into Eva's studio with all the gusto of someone finally making it home after a long day. When she was here nobody cared how much money her mom made, where her clothes came from or the how much she'd paid for her haircut. In the studio, when the music was playing and everything else around her just melted away it was all doubt the dance. For Eva Trebunskaya, dance was art in motion, the dancers she taught the artists that would carry on and inspire the world. It was a beautiful way to look at her craft, and Felicity always did her best to make her instructor proud, to create the most beautiful art she could.

There were only a handful of dancers in the class Eva taught. It had been different at first, when she'd opened up her first studio. It had been a much smaller building with only one dance room, and the class sizes were smaller and less frequent. Every class had been taught by her, but as the studio's popularity grew other instructors had to been taken on, until the time had come to move to a new building, bigger and renovated to have three dance rooms. In fact, there were so many classes that Eva only taught the most advanced of them, popping in here and there throughout the day on other classes to help out and give a few pointers, but otherwise leaving the run off the them to her employees.

She made a beeline for studio one. It was smaller than the others, but that worked well considering that there were only eight dancers in this class. No one else had arrived yet, something Felicity was getting used to. When she walked to the studio from school she was usually the last one to arrive. But now with Barry and his trusty Honda S2000 something or other, she made it before everyone else.

Once the music of the Bajofondo Tango Club's "Montserrat" started playing through the speakers, she started moving through the studio. Felicity had warmed up plenty before her lesson with Barry today, and so she went straight to dancing. She couldn't practice the Argentine Tango properly without a partner, but she that didn't stop her from imitating a hold and moving around the floor herself, stopping here and there where she imagined she could incorporate intricate pieces of choreography. Aside from the actual dancing itself, choreographing was Felicity's second greatest passion. Should her body ever fail her, she liked to think that she could stay in the world of dance as a choreographer or instructor to new dancers, passing on the beautiful art to others just like it'd been done to her.

A pair of voices soon interrupted her thoughts, prompting her to stop and look over her shoulder. The only door to Eva's office was in the first studio, propped open as two women stepped out. The first was a stranger to her, stunningly beautiful and dressed immaculately in a black skirt and purple blouse. Her hair was absolutely flawless, and she looked so ridiculously well put together that just looking at her made Felicity feel self conscious in a way that no one at her school ever managed to make her feel. Her instructor followed behind, wearing a flowing pink dress and a carefully controlled expression.

Felicity found herself wishing that she hadn't decided to start on her own, the feeling that she'd unintentionally put herself up for critique from this random woman getting to her.

"Felicity!" She turned around then, a small smile gracing her lips. "Mrs. Queen, this is my star pupil and one of the most talented dancers I've ever taught." Eva said. Felicity felt herself blush a little at her instructor's praise, but otherwise straightened her posture and raised her chin up high.

"It's a pleasure to meet you Felicity," the woman who was obviously Mrs. Queen said. A warm smile lit up her face, and Felicity thought that maybe she'd been too quick to pass judgement on her. She reached for the hand that was offered to her, shaking it firmly. "I saw your dancing just now. Although I'm no dancer myself, even I can recognize talent when I see it." If possible Felicity blushed even harder. "Anyway, I must be going. I trust I will see you at the gala then." With a smile and small wave Mrs. Queen left, leaving behind a waft of expensive perfume.

As soon as Mrs. Queen had left, Eva returned her attention to Felicity, her expression shifting from carefully controlled to relaxed. "Was that Moira Queen?" Felicity asked. She'd never met the woman before, but had heard many things about her. The Queen family was practically royalty in Starling city, richer than even the richest of the families. Felicity had even caught a glimpse or two of Oliver Queen at her school, though he was a year older and tended to hang out with the popular crowd that oh-so loved to tear her apart.

"Indeed," Eva said, a hint of her old Russian accent slipping into her speech. "She will be hosting a gala to support students interested in the arts, and has requested we provide a show. She hopes that a showcase of talent will encourage the attendants to donate."

"All the money that's going into their gala could probably help, too."

"True," Eva admitted, grabbing hold of one of the bars lining the walls and beginning to stretch. "But the wealthy and elite always like being schmoozed before they whip out their checkbooks. If all goes as Moira Queen wants, the money donated will be much greater than the cost of the gala. And besides, it's not like they'll use the donated money for it. The Queen family has enough money to party every night until their grandchildren's grandchildren die."

As rich as they were, Felicity didn't doubt the truth of Eva's words.

"So when is the gala?" Felicity asked, her eyes already shining with the prospect of a new audience.

"A month from now," Eva smiled. "The preparations are nearly complete on her end. The eight of you in this class will perform, so you better get to choreographing my dear."

"In a group?" Felicity frowned, already thinking of the massive amount of time choreographing a group number would take. The first semester's finals were approaching, the increased studying she'd have to do already putting a strain on her busy schedule.

"As couples." Eva chuckled, no doubt privy to Felicity's qualms. "A portion of the donations will go to this studio in the form of scholarships. Just think of the talent that's waiting out there, but doesn't come because they don't think they have the money."

Felicity nodded to herself. A lot of talented dancers never came to these studios simply because of the price. She knew that Eva kept them as low as possible, but the rent and instructors were expensive, many of the teachers here depending on the classes they taught for a living. If scholarships were offered, maybe more people like Felicity would approach the studio. Little to no money, but with all the desire in the world to dance.

"Four couples, four dances?"

"Mmmmm, possibly eight dances. I think an Argentine tango and foxtrot from you and Emilio is certain to wow them." Felicity grinned. Emilio was a beautiful dancer, with an eye for choreographing jaw dropping foxtrots.

Their conversation was interrupted as the others students began filing in, each of them equally excited as Felicity to learn about the upcoming gala. Her mind already beginning to think of the night, the beautiful outfit she was sure to wear, the faces of the onlookers as she and Emilio wowed them, and the feeling of the dancing itself. The euphoria of storytelling and creating beauty with her movements. Emilio grinned at her, holding one hand out in invitation. Time to get to work.

* * *

 **A/N: I don't know how the idea for this story sprung into my head, and I don't know how you guys feel about it, but I kind of like it! As the ever amazing Col has pointed out to me, there is something about Emily/Felicity that seems just so graceful and dancer-esque. I have a general outline of where I want this story go, and I'm honestly really excited to get to share it with all of you. A huge thank you to Col and Latbfan and Tina for being the most amazing internet buddies ever! You guys inspire me with you amazing writing and even more incredibly personalities.**

 **Please leave a review! I'd love to hear what you guys think. :)**

 **-M**


	2. Chapter 2

**_Title:_** The Girl With The Red Mask

 ** _Category:_** Arrow

 ** _Genre:_** Romance

 ** _Ship:_** Felicity/Oliver

 ** _Chapter Rating:_** pg-13

 ** _Overall Rating:_** mature

 ** _Chapter Word Count:_** 3,253

 ** _Summary:_** (au) When Felicity is seventeen years old she meets Oliver Queen, a boy who falls for the pretty dancer that shoots him down. But life is never as simple as one would like it to be. Together they live in their own little world, where neither her poverty nor the pressures of his social status effect them, until one day reality makes itself known, and a simple choice marks their lives.

* * *

 ** _-2-_**

Felicity had to hand it to the Queens; they sure as hell knew how to throw a party. She liked to think that she managed rather well to keep her head around wealthy people, after all more than half of her friends - Barry included - had parents with so much money they could probably pay the college tuition of just about everyone in the school. So while she didn't surround herself with the rich and quasi-famous teens of Starling City, she wasn't exactly a stranger to the extravagance some of them could afford.

Even so, she thought it was more than little fair that she was taken aback by the sheer immensity and grandeur of Queen Manor, and that maybe she finally understood what her mother meant by her strange saying: "there's money and then there's _money._ " The later she would always say with an extra dose of implication in her voice, as if Felicity were somehow supposed to understand what Donna meant. But, if she was being honest, she kind of maybe understood now. There was a wealth and power to the giant mansion that seemed to exist on an entirely different level than anything she'd seen before. It spoke of nobility and old money and family heirlooms worth more than any amount of money she'd ever make in her lifetime. She could feel herself beginning to tense, folding her arms in front of herself in an effort to protect herself from the message the manor seemed to scream: "you don't belong!"

As much as she would love to turn around and leave - and the idea sounded more appealing with each passing second - there was no getting out of performing in the gala now. This was more than just an opportunity for her, it was for Emilio and Eva as well. To her right she heard Emilio clear his throat, give her a reassuring smile, and offer his arm to her. She took it gladly, feeling a surge of camaraderie with the fellow dancer. Emilio may not have been as economically challenged as Felicity was, but neither was his family obscenely wealthy, and she realized that maybe he felt as out of place in here as she did.

Felicity and the rest of the dancers had arrived earlier than the guests, Moira Queen and Eva both wanting them to familiarize themselves with the dance floor and the layout of the house that would be available to the party goers. As they walked up the stone stairway Felicity couldn't help but feel that she was stepping into something that was more of a fortress than someone's actual home. Slightly overwhelmed by the immensity of the place she'd missed the forced perfection. Not a single leaf out of place in the bushes or trees, a guard dressed in perfectly pressed black clothes and sunglasses posted at nearly every corner, a sort of strange coldness in the air. It may have been a house - an incredibly large and oversized one yes - but it lacked the warmth and feeling of a home.

A maid (or was it housekeeper?) stepped around the corner as soon as they walked into the house. Her uniform was a solid black, framed only at the cuffs and collar by a white lace that almost had Felicity expecting the older woman to curtsy in front of them and only slightly disappointed when all the maid did was smile; she'd never actually seen anyone curtsy.

"Ahhh yes, we have been expecting you Miss Smoak and Mr. Brakamontes. Your colleagues are this way." Without another word she took off, leaving Felicity and Emilio to trail behind her. Felicity kept a silent count of the amount of turns they took (seven by the time they finally reached their destination) and tried not to get too close to anything, since almost everything they passed looked like it would sell for enough to pay her rent for a solid three years. Maybe four.

The room they were introduced was obviously some sort of living room, though how many a house like this could have Felicity wasn't exactly sure. A lot of the furniture had been pushed to the side, mirrors propped up here and there with lights surrounding the frames and row upon row of makeup and clothing spread everywhere. Most of the other dancers were spread out, each with their partners as they warmed up, practicing a move or series of steps here and there. Most of the makeup remained untouched, the dancers preferring to arrive completely ready and focus every second before a performance to last minute rehearsals. There was little to no talking in the room, but Felicity wasn't particularly surprised. It was a bit of a tradition in their class for them to all but ignore each other, preferring to save all talking until after their sure to be triumphant performances.

Felicity smiled at Emilio, motioning with her head towards one of the mirrors. He nodded in return and walked over to a chair, pulling on his arm with the other as he began to stretch. She was fairly certain that she and her mom had done a good job on her hair and makeup, but a last minute touch up wouldn't do her any harm.

"Excuse me?" Felicity looked down, her eyebrows furrowing at the unexpected altitude of her sudden companion. Standing right next to her, her hand still grasping the black fabric of her dress, was a small girl with dark hair, a smile with a gap between her two top front teeth, and the biggest green eyes Felicity had ever seen. She couldn't help but smile at the cherubic face of the little girl.

"How can I help you, sweetie?"

"My momma says you're here to dance," the little girl piped up, all dimples and cheeks as her smile grew even wider. "Are you going to dance like Cinderella did at the ball?" It was quite possibly the cutest thing she'd ever heard.

"I am going to dance like Cinderella at the ball," Felicity said. It wasn't technically a lie, the foxtrot was hers and Emilio's first dance, and although the style was very different Felicity didn't have it in her to tell the little girl otherwise.

"Well your dress is very pretty," the girl pressed her lips together and nodded, letting go of Felicity's dress. She wasn't sure why, but winning the little girl's approval brought a smile to her face. Her mother had worked particularly hard on it, even managing to score some silk for the bodice. Much like Donna Smoak was left in awe of her daughter's talent for dance, Felicity often found herself stunned by the skill her mother possessed with a needle and thread. Her mother had made the dress completely black, the bodice tight and solid but with a skirt the ruffled out in layers, falling to just below Felicity's knees. The top of the dress was similar to the skirt, the material wrapping around he chest and the top of her arms in an imitation of sleeves, but left her shoulders and upper arms bare except for the thin straps that held the dress up. It was perhaps Felicity's favorite dress to date.

Before she could reply the same housemaid from before walked into the room, spotted the little girl, and made a beeline to them. "Miss Thea," she instantly reminded Felicity of her own mom, the way Donna would scold her back when she was little girl, a mixture of affection and slight exasperation. "I thought you were told to stay in your room?" Her hands come up to rest at her hips, and her expression was so incredibly motherly that Felicity found herself straightening her own posture.

"But Raisa, I wanted to see the pretty dresses," she whined, puckering her lips in an incredibly adorable pout.

"And now you've seen them," Raisa reached over and gently took Thea's hand in her own. "Now say goodbye to the nice young lady." With her free hand Thea looked back and waved, shining that same gap toothed grin at Felicity that she had earlier. As soon as Raisa and Thea rounded the corner and disappeared from sight Emilio walked up to her, one hand extended and a look of concentration on his face that could only have meant he wanted to rehearse with her one last time. Never one to shy away from perfecting a routine she took his hand and walked with him to a corner of the room.

* * *

For reasons she didn't really understand Moira Queen had decided that the gala was to have a masquerade theme. One of that dancers in her class had been quick to point out that themed parties were a thing of the past, but almost equally as quickly another had piped up, reminding them that if Moira Queen herself decided to throw a themed party then no doubt it would be the next big thing.

Felicity couldn't help but think about how nice it must be to be the trend setter for once, instead of one of the many mere mortals struggling to follow them.

Since a few of the dancers in Felicity's class had connections with many of the wealthy folks invited in an attempt to get them to open their wallets, it was decided that none of the dancer's names would be announced before their routines. Hypothetically it was good idea, since it would allow the dances to shine through talent rather than family names. But as she twirled the red mask in between her fingers she couldn't help but feel that the attempt was a bit misguided. The masks didn't exactly hide much, and all it took was a comment from one of the parents in the audience who recognized their child to break the effect. She secured the mask onto her face, a little surprised that it fit her so perfectly, and moved her head about. Whatever material it was, it was obviously meant to give her mobility while keeping her line of sight clear.

The party was in full swing (as full swing as a sophisticated gala could be) by the time Felicity built the nerve to leave the impromptu dressing room, a text from Eva letting her know that the first dance was to begin in ten minutes. Given what she had seen from the outside of the house, she wasn't sure if should have been surprised to see that Queen Manor had its own ballroom. Party guests lingered on the edges of the dance floor, chatting as they held flutes of champaign and picked at the hors d'oeuvres on the trays of the many servers walking around. She set out to find Emilio, wanting to meet up with him before they were supposed to begin, and wrapped the red and black lacy shawl she'd borrowed from the pile of clothing she'd seen there.

"Pretty boring party right?" She had to do a double take to make sure that the question was addressed to her. When she finally found the source of the question she was greeted by baby blue eyes and a smile so charming she was positive it'd been used to get him out of trouble before. He was more than just handsome, even with half his face covered by a gold and white mask that matched the gold and black of his tuxedo perfectly, and Felicity was sure that if someone looked up the phrase panty-dropper there would have been a picture of him next to it. He was at least a full foot taller than she was even in her high heels, and his hair was a sandy blonde, carefully combed to one side.

"I think the entertainment is just about to begin," the skin of her arms rose with gooseflesh. There was a gleam in his eyes as he looked her over, but instead of making her feel uncomfortable, his silent appraisal sent a shiver of excitement racing through her spine.

"Oh yeah, those dance weirdos. They just kind of seem like a bunch of self obsessed jerks if you ask me."

Wow, talk about mood killer. Her eyes narrowed before she quickly schooled her features, fixing a smile on her face. "I'm Oliver," he said, leaving out his last name in way that said she should already know who he was.

"Megan," Felicity took his offered hand, giving it a small squeeze and grinning at him in the most flirtatious way she could manage, and either she was better at flirting than she thought she was, or Oliver Queen really just wanted to believe that she was going along with it. "Do you know them?"

"Nah," Oliver shrugged one shoulder. "It's just the way they cary themselves, it's like they're saying 'I'm better than you because I can dance all fancy'."

"Says the guy who lives in a giant mansion and has a trust fund large enough to buy him several private islands." She gave herself a mental point when Oliver flinched at her rebuttal. She wasn't sure what drove her to say what she did, or even why she hadn't given him her real name, it wasn't like he would recognize who she was, school dance freak or not.

"It's not like that," he insisted, one hand coming up to nervously scratch at his chin. "I'm serious," he continued when it was obvious Felicity didn't believe him. "It's not like I go around acting like I'm better than everybody."

"How do you know they do that if you've never talked to them?"

"I said I didn't know them, not that I haven't talked to them." Oliver took a step closer to her, close enough that he could reach out and touch her if he wanted to. Felicity made a point of ignoring the sudden closeness between them. She pursed her lips, but then winked at him, managing to diffuse a bit of the tension that had built with questioning.

"So if you don't like 'those dancer kids'," Felicity made air quotes with her fingers. "Then what kind of people do you like?"

"People that are easy to talk to and seem generally easy going."

"One could argue that anyone could be easy to talk to if you can find the right conversation starter."

Oliver chuckled, the sound low and throaty and had Felicity shivering. They were interrupted by the sudden and loud clinking of a small knife glass. Eva walked to the middle of the room, a radiant smile on her face and her arms spread wide as she addressed the guests all around her. Felicity did her best to pay attention to what Eva said, but when they were interrupted Oliver had taken yet another step closer to her. The heat rising from his body enveloped her, the delicious smell of his cologne filling her nostrils and sending her purse racing. Before she knew it Eva was walking away from the center of the room just as Morgan and Bill walked to the center. The music began almost as soon as they reached each other, and without missing a beat they began their dance.

Beside her Oliver nudged her arm, holding out a flute of champagne when she turned to look at him.

"No thanks," she said, not sure why she wasn't the slightest bit surprised that he would offer her alcohol at a party where nearly everyone knew him and that he was underage. He might have felt comfortable drinking illegally in such a crowded area, but Felicity was here as a professional.

Some professional, she thought to herself. Lying to your host about who you are just to make a point to yourself. Felicity sent a silent prayer of thanks when Oliver didn't pressure her, merely setting her would-be flute down on a nearby table and instead taking a sip from his own. Felicity watched the muscles of his throat move as he swallowed, frustrated with herself for finding the simple act more interesting than the intricate waltz her two colleagues had put together. She was a calm and rational woman, not some bimbo who blushed and flounced the moment a gorgeous guy like Oliver Queen decided to "grace her" with his attention.

"See, now what's the point in being able to dance like that?" Oliver hissed in her ear, loud enough for her to hear but not anyone else around them. Felicity merely shrugged, frowning at him in a manner that indicated that he should continue. "And one of them looked at me like it was sad that I didn't know how to dance."

"Ohhhh, Oliver Queen doesn't know how to dance a waltz?" Felicity teased him, wrinkling her nose and doing her best not to snicker at him. Oliver rolled his eyes.

"If only they'd been as nice about is as you were, one of the girls looked at me like I was a loser or something. But," he turned to look at her, his eyes wide. "If I had to chose between dancing and a social life, I think I'd chose the later."

Felicity nodded, doing her best to hide the sudden flare of indignation. She crossed her arms and sucked on her cheek, turning away from Oliver and paying rapt attention to the dances in front of her. How dare he imply that she didn't have a social life?

"Do you want to get out of here? I know a kitchen not too far from here that has some pretty awesome coffee." Well, Felicity had to hand it to him. The guy had smooth down pat, and if she was being honest she'd have to admit that if it wasn't for his critiquing of her colleagues - and by extension her - she'd probably consider taking him up on his offer of coffee.

"Actually I'm good." Felicity began to undo the not of her wrap, lifting it off her shoulders and setting it down on the table that held the champagne Oliver had offered her. She took a couple steps forward, turning her face just a little to grin at him. Bill and Morgan finished their final dance and bowed. Felicity straightened, her muscles tensing and relaxing in rapid succession. She lifted her chin and fixed her gaze on Oliver, "my dance is up next."

Oliver looked stunned, his mouth falling open in surprise and his glass sliding just a bit lower in his grasp. Felicity turned her back on him and walked toward the center of the dance floor, catching sight of Emilio doing the same in her periphery. There was flutter of movement upstairs, and Felicity looked up to catch sight of a small dark haired figure crouching between the banisters of a grand staircase, eyes trained on her and an already familiar gap-toothed smile spreading across her face.

Emilio stood before her, as comfortable and confident as a king on his throne. Parties and pleasantries were one thing, but on the dance floor with the eyes of their guests on them and the music waiting to start, they were in their element.

Felicity closed her eyes and took a deep breath, the foxtrot demanded her to be controlled and graceful, and as she danced with Emilio she felt a familiar sense of power. If her Argentine Tango was a little sexy and made sure to accentuate the lines and curves of her body she'd make no apology. And if Oliver Queen's face remained a mask of surprise, so be it.

* * *

 **AN: Finally! I thought this chapter would never make its way out of me. Originally it started with the introduction of Caitlin Snow and Donna, too. But I couldn't get the story to flow naturally that way and then this was just begging to be written. I'm actually very happy with the way this chapter turned out, and I hope you gentle readers are too. As always, a shoutout to my peeps; Col, Tina, and Latbfan. You are all beautiful people and the best people ever.**

 **I used to respond to reviews a lot more, and I apologize to some of you who do expect me to reply, but life has been kicking my but lately and I try to use all my extra time to make sure I can keep cranking these stories out. To those of you who leave reviews, the biggest most sinserious (see what I did there ;) ) to you.**

 **Please leave a review! I crave your thoughts and feedback my wonderful readers!**

 **-M**


	3. Chapter 3

**_Title:_** The Girl With The Red Mask

 ** _Category:_** Arrow

 ** _Genre:_** Romance

 ** _Ship:_** Felicity/Oliver

 ** _Chapter Rating:_** pg-13

 ** _Overall Rating:_** mature

 ** _Chapter Word Count:_** 5,539

 ** _Summary:_** (au) When Felicity is seventeen years old she meets Oliver Queen, a boy who falls for the pretty dancer that shoots him down. But life is never as simple as one would like it to be. Together they live in their own little world, where neither her poverty nor the pressures of his social status effect them, until one day reality makes itself known, and a simple choice marks their lives.

* * *

 ** _-3-_**

In the days that followed the party at Queen Manor, Felicity found herself reveling in the relative freedom the passing of the gala gave her. While finals were fast approaching, Felicity found that without the pressure of having to choreograph two numbers, as well as rehearse and perfect them, the extra time she had on her hands gave her more than enough opportunities to study.

"So tell me again why you're teaching Barry how to dance a waltz?" Caitlin asked, one corner of her mouth hiked up in a lopsided smile. It wasn't hard to understand the source of her amusement. While Barry was their friend and they genuinely cared for him, they were both extremely wary of the clumsiness that plagued him. It was enough that Felicity had sent a silent prayer of thanks to whoever was out there that Barry had texted her earlier that morning to cancel their lunchtime lesson. Her toes were certainly grateful. Even with her flats on, the digits were bruised and sore.

"Beats me," Felicity stated, pushing her cherry tomato around her bowl. It wasn't necessarily a lie. If Felicity's suspicions were correct it had something to do with their junior prom, but perhaps even more so with Iris West. Felicity was almost positive that Barry wanted to ask Iris to be his date (sometimes poor Barry could be embarrassingly obvious), and what better way to impress her at a dance than to perform a respectable waltz?

Caitlin gave her a look that seemed to say that she was thinking along the same lines as Felicity. Barry really wasn't very good at hiding his feelings.

"I'm sorry I wasn't able to go to the gala, too." she apologized. Felicity sighed, setting her container down on the floor beside her. They were seated in a corner of the school's dance studio, away from the sunlight streaming through the large windows. Felicity's skin had always been fair, and no matter how often or how much sunblock she applied, the sun and its rays always managed to make their hatred of Felicity known with a particularly painful and bright red clarity.

"You've apologized a dozen times," she fixed Caitlin with a glare. "I told you it's fine. I had fun. The dances were a success, and I'm pretty sure the studio got enough donations to make some dancers very happy. I know what your parents are like and there's not much either one of us can do about it."

"And are you one of those dancers?"

"I don't know yet, but I hope so."

"W-."

Whatever Caitlin was going to say was cut off by the sudden opening of the doors to the studio. Felicity looked up, already half expecting Barry to walk in and announce that he wanted his lunchtime lesson after all. Instead she was greeted by the sight of Oliver Queen.

She bit her cheek to keep herself from groaning her displeasure. It really was unfair of him to be so rottenly good looking. After her final dance at the gala the other night he'd disappeared, which she thought was just as well, since she didn't think the sudden moxie she'd discovered in the moments prior to her dance was something she could call upon again.

He looked around the dance studio, spotting her, and immediately made his way towards them. "Can I talk to you," he asked, a grin spreading on his face. Felicity looked at Caitlin, who had obviously recognized Oliver and looked so hilariously dumbstruck that Felicity might have laughed if she didn't feel much the same way.

"U-um y-yeah." Caitlin spoke up before Felicity had the chance. Without another word (which was probably a good thing, since Caitlin looked like she would start babbling nonsense if she continued to try and speak) she sprang to her feet and walked out of the dance studio. Felicity inwardly cursed Caitlin. The two of them were going to have to talk about when and where was a good time to make oneself scarce.

As soon as she left, Oliver stopped smiling. "You played me."

Felicity raised an eyebrow at him. "You insulted me and my friends."

His flinch had her giving herself another mental point. If this was a game, she'd be winning. "To be fair-"

"You wouldn't have said anything about how 'stuck up' they were if you knew I was with them." To be fair, Felicity didn't really know what had gotten into her, either the night of the gala or that particular instance. But she had to admit that she rather enjoyed giving Oliver a hard time, and it was with no small amount of pleasure that she watched as he gaped at her, the tops of his ears turning a bright shade of red. There was something oddly satisfying about watching Oliver Queen struggle around her, especially when all evidence pointed to the fact that he was no stranger to talking to girls.

"That's not fair," and she'd be lying if she said she didn't find his expression - one dangerously close to a pout - somewhat cute.

"I didn't say it was fair," she picked up her container and stabbed her cherry tomato with her fork. "But it's also the truth, and there's no getting around that."

Felicity felt a sense of dread work its way down her spine when his face lit up. "Let me make it up to you." When she frowned Oliver continued. "I'll take you out to coffee… or dinner."

"So… you insult me and my friends and you think the way to make up for it is to take me out on a date?"

"I didn't say it was a date." Oliver piped up, but there was a mischievous gleam in his eye when he said it. "But it can be one if you want it to."

"How about no?"

"No to it being a date?"

"I meant no to going out Oliver."

He looked more confused than anything else, and it served to solidify Felicity's resolve that going out with Oliver Queen (date or not) was not something that she should do.

"Why not?" Normally Felicity would have been even more put off by someone who couldn't take a no gracefully. But she sensed that this wasn't the case with Oliver. It seemed to her like he was more genuinely confused than actually insisting that he take her out.

With a sigh she set her bowl down again, lacing her fingers together in front of her to keep her hands from doing that awful flailing thing they did whenever she was nervous and needed to speak. "Because I don't think it's a good idea for me and you to go out. Not as a date or otherwise. What would the point be?"

"To have fun." Oliver said, his brow furrowing as he regarded Felicity.

She stared up at him for a long time before finally shaking her head. "I'm sorry Oliver, I just don't think its a good idea."

He frowned at her, his expression still betraying his confusion, before he pursed his lips and turned around. Felicity kept her eyes stubbornly fixed on her salad bowl, listening to the sound of his footsteps retreating until there was just the click of the studio door closing behind him.

* * *

"And you just said no?"

Felicity looked over from the passenger seat of Caitlin's car. Their lunch hour had ended almost immediately after she had reentered the room, forcing the both of them to part ways for class. The look of indignant resignation on Caitlin's face at having to wait to hear what had happened was enough to pull Felicity from her slight bout of guilt and make her laugh, forcing Oliver Queen to the back of her thoughts where he belonged.

"In not so many words, yeah." Felicity watched as Caitlin bit her lip.

"What are you thinking?"

"I'm just surprised is all. You don't really seem like Oliver's usual type. Don't get me wrong Felicity you're gorgeous, but you're also the last person I know that'd jump into bed with Oliver just because he happens to wink and flash that pretty smile at you."

Felicity nodded, not entirely surprised that Caitlin's thoughts mirrored her own. When she'd rejected his offer and he'd been surprised, it hadn't been just because she had said no. Felicity could see that the thought of someone saying no to a date with Oliver Queen was something that had never even crossed his mind. The fact that it had happened was genuinely an anomaly to him; the word "no" was probably a very rarely used part of his vocabulary.

"What are you thinking about?" Caitlin prompted when she didn't answer.

"I just… I feel bad for judging somebody by their reputation. I mean, isn't that what everyone does to me?"

"This is different Felicity. People see your talent and ambition and it freaks them out. You're just protecting yourself from getting involved with someone that could really hurt you."

Felicity pursed her lips and sighed. She supposed that there were certain truths to Caitlin's words. Still, it didn't stop the slight nag of guilt that refused to leave her alone. When they arrived at Felicity's apartment building she hugged Caitlin quickly, promising to call her that night and hopped out of the car.

Felicity's home was as near to the Glades as one could get without actually being in them. She'd seen pictures of the building back in its heyday, when it was brand new and the exposed red brick looked vibrant and alive rather than drab as it did now. She took the stairs two at a time, dropping a few spare quarters in Ernie the Local Hobo's can, and made her way into the building. The inside of the building was nice enough, a couple of suspicious brown stains marring the otherwise clean rug, the walls painted a white that was kept clean only by Mrs. Hamilton, a resident of the first floor that loved to clean and extended her considerable skills to the rest of the first floor hallway. Felicity walked by the old elevator, knowing better than to try to get the old thing working, and headed straight for the stairs.

She and her mother lived on the third floor, their apartment nestled against a corner that thankfully allotted it more windows, allowing a greater amount of sunlight to stream into their small but comfortable living room.

"Hi momma," she called out, toeing off her shoes and tucking them inside the small closet right by the entrance. Donna Smoak looked up from her perch on the couch, her mouth doing that funny little thing it was always did when she tried to smile while keeping some thread trapped between pursed lips.

Felicity walked over to her, plopping down on the couch with a loud grunt. She reached over and picked up the garment that was lying on the couch next to her mother, a pretty azure blouse that she knew for a fact was something her mom had taken from one of their neighbors to fix. Donna never charged them, but for the most part they were all kind people that insisted on giving her a tip. There had been a small tear in the underside of the sleeve of this particular blouse, but now the hole that had been there was sewn shut, the craftsmanship so delicate Felicity couldn't tell where the damage had originally been.

"How was your day sweetie?" Donna finally asked when she'd finally freed her lips.

"It was good." She answered, and because she could never really keep anything from her mother, she continued. "Oliver Queen asked me out today."

"Is he the son of Moira Queen, the lady whose home you danced at this past weekend?"

"That's the one."

Donna hissed suddenly, raising her thumb to her mouth and sucking on the offended digit.

"You okay?"

"I'm fine sweetheart, it's just a little prick." Donna mumbled from around her thumb. "But don't try to distract me, what did you say?"

"I told him no." and how she hated that she felt like she confessing some great transgression. An unbidden image of Oliver's surprised face rose to the forefront of her mind, only this time she thought that maybe she saw a little bit of hurt in those pretty blue eyes of his. She shook her head, casting the thought aside. It was probably just her mind playing tricks on her, a changing of the details due to the guilt that now colored the memory.

"How come?"

"Oliver has a certain… reputation. I don't think that it's a good idea."

Donna hummed, seemingly satisfied that her thumb would not bleed over the dress she was trying to fix, but offered no other response.

"You're not going to say anything?"

Donna merely shrugged. "Oh sweetie, you're the smartest person I know. If you don't think it's a good idea for you to go out with Oliver Queen then there's really not anything for me to say." Felicity smiled before reaching over and kissing her mother on the cheek.

"How was your day mom?"

Donna grinned at her daughter. "It was relaxing, thank you for picking up those epsilon salts, they do wonders for my feet." Felicity hummed, fixing herself on the couch so as to rest her head against Donna's thigh. Once she was comfortable, she looked up, watching as the light filtered through soft purple fabric of the dress in her mother's hands. She smiled, not very surprised that her mother trusted her to make her own decisions, and fell into a nap.

* * *

A week passed in which she grew increasingly aware of Oliver Queen's presence in school. It was ridiculous really, just how much someone she'd never cared to notice before seemed to pop up precisely when she didn't want them to. When she'd mentioned the anomaly to Donna, her mother had merely laughed, the skin at the corners of her eyes crinkling with amusement as she informed her daughter that unfortunately, such was life.

Felicity sighed with frustration, at herself for feeling the need to duck and hide, or at him for being so impossible not to notice, she wasn't sure. Oliver Queen drew people to him like a magnet. He was all good looks and charm and a promise of a good time if you just let yourself forget that there were responsibilities and studies and things to do. Whether she was at her locker getting her books, or walking to the dance studio for her lessons with Barry, or sitting cross legged at her favorite bench on campus reading her books, Oliver Queen and his gaggle of friends were there.

"Seriously it's like he's always there Cate!" Felicity complained. She watched as Caitlin rolled her eyes, her lower lip still firmly caught between her teeth, and continued to read from her book. It wasn't hard to understand the source of Caitlin's irritation. The more Felicity tried to ignore Oliver and not think about him, the more she found herself doing so, forcing her to babble about him in a way that made her cringe internally at her own behavior.

Thankfully Caitlin merely hummed at her, waving one hand at Felicity in a way that let her know she didn't really have much else to say to her. She looked up from her book then, frustrated that the words seemed to jumble together in her head, and instead observed the grounds. Not for the first time Felicity found herself thinking that Starling Academy could double as a country club if the right renovations were made. The green grass was impeccable, the trees that dotted the grounds here and there perfectly trimmed. And the view went on forever, uninterrupted until the lush earth mixed with the skyline and it became impossible to see further. Felicity had a certain soft spot for dark cloudy weather, the kind that left Starling City shining a bright gold and silver as the water on the pavement reflect the lights of the tall skyscrapers that dotted the skyline. It reminded her of those days when she would get home from school, her mother offering her hot chocolate and warm blanket as she curled up on the couch, watching the rain fall across the windows.

Most of the other students had decided to head inside, many of them throwing nervous glances towards the rain heavy clouds. She reached for her umbrella, motioning to Caitlin that they should leave. Once inside they parted ways, Caitlin headed towards the speech and debate club she and Barry attended, while Felicity made her way towards the front of the school, intent on at least reaching a bus stop before the rain started.

She made it approximately an eight of the way there before the torrent began. Felicity groaned. As much as she loved rain, no one particularly loved the feeling of wet socks, and her feet would undoubtedly be freezing by the time she made it to Eva's dance studio.

A car suddenly pulled up next to her. A pretty silver Porsche that would have made any car enthusiast worth their salt foam at the mouth.

"Hey! You need a ride?"

Her foot froze in midair, the unbelievably (and startlingly already) familiar voice reaching her through the rain.

"You've got to be kidding," she grumbled under her breath, before speaking aloud. "No thanks, I'm good!"

"Oh come on Felicity, it's raining cats and dogs!" Felicity closed her eyes and bit her lip. Her two choices were wet socks and freezing feet, or a car ride with Oliver Queen.

And dear God or whatever was out there… she really really hated the feeling of wet socks.

Cursing herself for being weak, she jumped into Oliver's car, folding her umbrella in quickly and shoving it down to the matt so as not to get the rest of his car wet. Oliver grinned at her, his gorgeous face lighting up and becoming impossibly more handsome, and merged back onto the road.

"Where are you going Smoak?"

Deciding that there could be no harm in some simple small talk, she answered. "Trebunskaya's Dance Studio."

"That's where you learn all your fancy dancing?"

"That's the one." Keep it cool Smoak, she told herself.

"What time do you have to be there?"

"Four o'clock," Felicity answered. She had a free period at the end of the day, the extra time it gave her perfect for hanging out with Caitlin, even if sometimes all they did was read in silence. Felicity had left a little sooner than she usually did today, the weather cutting their time together short. Oliver looked over at his dashboard, taking note of the time.

"Great, that's just enough time."

"Time for what?" He switched on the blinker and smoothly parked along the curb, turning off the car and unlocking the doors.

"I think it's perfect weather for a milkshake." He pointed out the window, Felicity's gaze following it until she saw the neon sign of a Big Belly Burger. She hadn't often been to the food joint. There weren't that many of them to begin with, only two more locations opening up after the first one in the Glades did surprisingly well. Felicity's dancing demanded that she be fit and healthy, and while a good burger went a long way in helping her feel better after a particularly hard day, she didn't often indulge in the greasy goodness. She and her mother were adamant that eating too much Big Belly Burger would definitely give anyone a big belly.

Before she could say anything else Oliver opened the door and jumped out of his car, shielding his head with a jacket she hadn't noticed he had, and ran to her side. Cold rain water sprayed her in the face when he opened the door, holding his hand out to her in what he seemed to think was a gentlemanly manner. And she had to admit, if not for the rain, it might have been just a tad bit.

Taking his offered hand, the pair ran for coverage inside the building, Felicity throwing the car door closed behind her.

"Sorry I got you all wet," Oliver apologized once they were safely inside. Felicity merely hummed at him. The inside of the Big Belly Burger was quite a bit different from the one in the Glades. While that one was generally well taken care of, there were spots where work had gone into covering up graffiti, a ceiling light here and there that tended to flicker when anyone walked by. This one was a little different. There was no graffiti here, covered up or otherwise. The lights were the kind that hung from the ceiling and hovered just above the booths that lined the side of the restaurant, their soft golden glow making the eatery seem more like the diner it was meant to be than a fast food restaurant.

Oliver motioned for her to follow him, choosing one of the smaller booths. Their knees pressed together for a second before Felicity drew her legs back. As soon as they sat down a waitress appeared, smiling at them as she asked what they'd like to drink.

"Just a coffee please."

"Two chocolate milk shakes." Oliver said, grinning at the waitress whose name-tag read "Carly". She gave him a somewhat surprised look, but simply nodded at them, promising she'd be right back.

"What?" Oliver asked, his lips still stretched in a grin. Felicity raised an eyebrow at him.

"Milkshakes?"

"It's a tradition my little sister and I have. Whenever it rains Raisa makes us milkshakes while we watch cartoons. She says the cold drinks make us sturdier to the cold weather."

The name Raisa instantly brought the image of the motherly looking housekeeper to Felicity's mind, along with the angelic face of the little girl she'd met that day. She felt a little silly for not having made the connection sooner, but dismissed it quickly. Oliver didn't look much like his younger sister, but dismissed the thought since it was probably just because of the age difference.

"Thea?" Felicity asked, glad that for once her thoughts had managed to stay inside her head.

"You've met her?"

"Briefly," Felicity smiled, remembering the bright green eyes and the gap in between the little girl's two front teeth. "She walked into the dressing room and talked to me for a little bit. I think she wanted to be part of the party."

"I'm not surprised." Oliver chuckled, a soft breathy sound that accompanied the look of fondness on his face. "She keeps trying to grow up so fast."

"All kids want to grow up fast."

Oliver hummed in agreement, pausing their conversation for a second as the waitress returned with the two milkshakes and a cup of coffee. Before Felicity could grab her cup, Oliver pushed one the shakes towards her.

"You didn't actually think I'd drink two of these myself did you?" He asked, managing to look both amused and offended at the same time.

"Milkshakes and rain aren't exactly things that go hand in hand for me." Felicity explained, raising an eyebrow at him.

"Well, how are we supposed to learn if we don't try new things?" She watched as he picked up the cherry from atop the whipped cream. He popped it into his mouth, humming appreciatively and gave her a look as if waiting for her to do the same. Felicity rolled her eyes, but plucked her own cherry from the shake. She didn't particularly like the fruit, but sensed that Oliver wouldn't leave her alone until she did. She chewed and swallowed it quickly, doing her best to hide her grimace at the unpleasant flavor.

Oliver chuckled when he saw her expression. "The cherry's my least favorite part, too."

"Then why did you eat it?"

"Can't drink a milkshake without eating the cherry first." Felicity sighed at him, leaning back against her seat. She watched his lips as they wrapped around his straw, and the look of bliss that crossed his face when he tasted the shake. "The cherries may suck but the milkshake is to die for."

She was still staring at his lips as she leaned forward and began to drink her shake as well.

"Good, right?" he asked when she was finished. She nodded at him, and took another drag from the straw. "So why were you walking? Did something happen to your car?"

Felicity stopped drinking, stiffening and then relaxing just as suddenly. It wasn't at all surprising that Oliver didn't know who she was, despite being known in her grade as the school dance freak that couldn't afford much of anything. She doubted that before the gala at his home he'd ever laid eyes on her, much less heard the vicious rumors that circulated in her grade, just one below his. Sometimes she really regretted not taking the chance to graduate early and staying in her grade. She remembered reading romance novels and watching shows or movies where the kid was made fun of for being poor and scoffing at them, thinking them farfetched.

Reality could be funny like that sometimes.

"I don't have a car."

Oliver's brow furrowed in confusion. "Don't have your license?"

"No, I have it." She'd gotten it just a couple months ago, after her mom had insisted that having a license was important should Felicity ever need to drive.

Oliver's face remained a mask of confusion, she sighed. "I don't have a car Oliver because I can't afford one." He frowned at her, but not in a way that made her feel uncomfortable. She could practically see the gears of his mind turning.

"And you were just going to walk all the way to your studio like that?" Felicity blinked in surprise. Oliver was the first person (her small group of friends aside) that hadn't batted an eyelash at her lack of wealth. Given the school and dance studios she attended, her revelation was usually met with much more surprise.

Felicity blinked rapidly, shaking her head a little to clear her thoughts. "There are public busses Oliver," she pointed out.

"Yeah, but aren't those… I don't know. A little sketchy?"

She rolled her eyes at him, unconsciously leaning towards him. "Public busses are perfectly fine Oliver, just avoid the smelly person and the one that always falls asleep in the back and you're good."

Oliver frowned at her, beginning to shake his head slowly. "I can give you a ride anytime Felicity."

She smiled sadly at him, "No thank you Oliver, I'm good. Really." She added when it looked like he was going to argue. He didn't look pleased, but said nothing, pushing his milkshake forward on the table and taking the straw into his mouth. Once again her gaze was drawn to his full lips, red from the cold of the shake. He really did have a pretty mouth.

"Can I get you two anything else?" Felicity jumped back, turning to look at the waitress and feeling a blush start to creep across her cheeks. Without meaning to, she'd leaned close enough that she and Oliver's faces were only a few inches away from each other. If she'd wanted to, she could have closed the gap.

"I'm good," she offered. The waitress raised an eyebrow and gave her a knowing look, and turned to Oliver who simply shook his head at her and offered one of those charming smiles of his. Satisfied, she sauntered off; a sway to her hips that had Felicity thinking strangely of the samba. That woman would make one hell of a dancer.

If Oliver found her blush unusual, he didn't say so. They finished their shakes in silence, breaking it occasionally to hum appreciatively. She'd heard that Big Belly Burger used only fresh strawberries and real cream in their shakes, whipping them together in a chilled metal container before serving them. If she'd ever doubted the validity of their ingredients, she most certainly couldn't now. Her coffee sat forgotten on the table.

When they were about to leave she reached for her wallet.

"What are you doing?" Oliver asked, his hand frozen in his wallet and giving her a look akin to someone whose puppy had just been kicked.

"Paying for my milkshake." He began shaking his head before she finished. Felicity sighed, "Oliver, just because I can't afford a car doesn't mean I can't pay for milkshake."

"That's not what I'm saying."

"Then what is it?" She demanded.

"A gentleman always pays." She stared at him for a good moment before deciding that he was indeed being serious.

"A gentleman pays when it's a date Oliver." She pointed out. The sly bastard had the nerve to grin at her, his eyes sparkling as he gave her a quick nod. "This does not count as a date." Felicity insisted, "You can't trick someone into a date like that Oliver."

"Well honey it looks like he already did." Their waitress came back, holding out a black folder to Oliver who slipped a black card inside. "And it's about time you brought someone along here," She turned her attention to Oliver, who blushes and looks down. "We were beginning to think you were ashamed of us."

"Never," Oliver huffed out, looking for all the world like a little boy being chastised by his mother. The interaction amused Felicity, if not intrigued her a little bit. The motherly maid at Queen Manor she could understand. But a random waitress in a burger joint that — for its better atmosphere than its counterpart in the Glades — still saw little business?

The waitress — Felicity finally located the name tag — whose name was Carly eyed Felicity. It was neither judgmental nor pitying, rather a searching look. Whether she found something that pleased her or not Felicity did not know. "Oliver here donates enough money to keep this spot open, even though the wealthier folks in this part of town prefer to go to their fancy restaurants with prices to high to list on their menus."

Felicity felt her eyebrows raise at the new information. For some reason, the behavior seemed to match Oliver, who seemed unconsciously determined to prove every one of Felicity's beliefs about him wrong.

"We have to go now Carly," Oliver said. "She'll be late for her dance lesson."

Carly chuckled. "No need to be embarrassed Oliver, I'll leave you two alone now." She winked at Felicity and turned to walk away, forever walking like the embodiment of the samba.

She followed Oliver to his car quietly, running through the rain and jumping in before he had the chance to open her door for her. He already seemed to want to think that this was some sort of impromptu date, there was no need to add more kindling to his fire.

He seemed to know exactly where her dance studio was, since he neither asked her where he needed to go nor used the GPS in his car. The streets were alive with activity, cars honking with their lights turned on and reflecting in gorgeous patterns on the puddles that gathered on the asphalt. It was another reason Felicity loved living in a big city. The way it adopted an entirely different look whenever it rained, every day occurrences teeming with a different type of energy. Oliver was quiet, his attention focused entirely on the road, something that made Felicity feel much safer about having him behind the wheel. So she took the time to get a closer look at him, without the obstruction of the mask or the distraction of school or his attention on her. He had the kind of face that would make people rage with jealousy, and Felicity had to admit that they would have a right to feel as such. Some people had all the luck. And Oliver, with his vast wealth and inheritance of practically every good gene available, had luck in spades.

"Felicity, this is me noticing you staring."

She tore her gaze away, biting her lip to keep from spewing an excuse that was sure to be soundly pathetic, and mentally counted down from ten.

"We're here," he pointed out towards the front of the building, the windows tainted a flat black that hid the activity inside from the world. The words "Trebunskaya's Dance" were written in cursive gold on the elegant double glass doors.

"Thanks for the ride Oliver." Felicity unbuckled her seatbelt and picked up her bag, her hand reaching for the door handle.

"So… will there be a second date?" Oliver asked before she could push the car door open. Her surprised gaze met hopeful one, one corner of his lips raised in hopelessly charming lopsided smile.

"That wasn't a date Oliver."

"Sure felt like one."

She shook her head, feeling exasperated and, yes even a little flattered, that he seemed so intent on taking her out.

"I'll see you around." She shoved the door open and stepped back out into the rain. She attempted — and failed — to not smile when Oliver shouted after her that she hadn't technically said no to that "second" date.

* * *

 **A/N: My writing process is at times a very difficult one. I write spurts of five hundred words at a time and only after I've sat at my computer for several hours trolling through tumblr and reading everyone else's fanfiction. That being said I'm glad that this update is quite a bit longer, and I hope that kind of makes up for the extended wait on this chapter. A huge thank you to Col, Tina, and Latbfan for being just the greatest people ever. You are so encouraging and wonderful friends.**

 **I am incredibly happy with the response so far to this fic, so far I think it's my most popular one (if we're counting reviews per update). Please keep the reviews coming! Reviews are like food for the writer's soul.**

 **P.S. It's late and I just wanted to post this so. Please excuse any editing errors.**

 **-Owls**


	4. Chapter 4

**_Title:_** The Girl With The Red Mask

 ** _Category:_** Arrow

 ** _Genre:_** Romance

 ** _Ship:_** Felicity/Oliver

 ** _Chapter Rating:_** pg-13

 ** _Overall Rating:_** mature

 ** _Chapter Word Count:_** 3,609

 ** _-4-_**

"Oliver Queen?"

Felicity sighed, dropped her arms from around Barry's shoulders and took a step back. His wince at the glare she directed at him did not faze her, especially since she'd already told him two times that; yes indeed, Oliver Queen had asked her out on a date.

A part of her reasoned that he couldn't really be blamed for his skepticism. Even she still had a hard time believing it.

"Yes, Barry. Oliver Queen." Her voice was distorted, since it came through her teeth. His obvious concern aside, there was a note of disbelief in his tone that rubbed her just a little raw. Felicity may not have been the type of person to stare at herself in the mirror and bask in the glory that was her physical superiority, but she wasn't needlessly self deprecating either. She knew she was pretty, perhaps even a little more so with the help of the gorgeous dresses her mother made for her and some expertly applied makeup. She also knew for a fact that Oliver's reputation painted him as the type of guy to prefer the overtly sexy type of girl, their leather and bikinis an antithesis to her thrift store sweaters and colorful skirts. Still, Barry's strong disbelief made her shoulders tense. Why wouldn't Oliver's head be turned by someone like her? And it wasn't like no one had ever found her appealing either. She'd gone on those few dates with Ray hadn't she?

Although perhaps Ray wasn't the best example for her to use, even if he was kind of handsome.

"Sorry, sorry." Barry apologized, raising his hands in front of him as if they were a shield. "It's just that we all know Oliver's usual type and well… you're not that type."

Felicity rolled her eyes. "Your concern is sweet Barry, but unnecessary." She avoided his gaze, choosing instead to pull at a lose thread on the sleeve of her red sweater. "The other day at Big Belly Burger was just a random coincidence. I told him that it wasn't a good idea for us to date and I stick by that."

Barry blushed, the bright red stain on his cheeks sweet and endearing. He took a step towards her, raising his arms again in near-perfect hold, and waited for her to step back into him. She took his offered hand, wrapping her arm around one shoulder and lacing her fingers with his, using her new position to shift him a little so that his frame was indeed perfect. Felicity looked into his green eyes, at the small blonde flecks amongst the pretty jade. How she wished it could be as simple as what she was trying to do, to feel that same frustrating burst of butterflies in her stomach whenever a different pair of eyes were trained on her. A warm sapphire that burned like fire.

They danced for another twenty minutes, Felicity's attention splitting in that funny way it did whenever she was teaching a dance, getting lost in the music and the movements, while still keeping an eye on her student, correcting him here and there and making sure his hold remained solid. Barry would never be a professional dancer. He was too uncoordinated, too long and gangly and unsure of his footing, but what he didn't have in grace he made up for with proper technique and hours of rehearsal. After almost three weeks of nearly continuous practices, no one could say that Barry couldn't at least perform a respectable waltz. It made Felicity nearly sing with happiness.

Someone cleared their throat, and Felicity turned to look at the disturbance. She jumped away from Barry as if his touch burned her, a ridiculous flash of guilt flaring through her.

Oliver leaned against the open doorway, arms crossed over his chest and looking more handsome than any eighteen-year-old had a right to.

"I didn't know you gave lessons," he said in way of greeting. His instant familiarity with her suited him. The guy was as stubborn as a mule.

Beside her Barry whispered. "Speak of the devil."

Felicity ignored him, a part of her recognizing that she wasn't surprised that Oliver had appeared. It seemed the universe (or perhaps Oliver himself) was hell bent on putting him right in her path, especially when what she really wanted was to pretend she didn't even know him.

"Just to my friends," she responded. Oliver grinned at her, pushed off the wall and sauntered towards her, his gait somehow managing to look somewhat predatory to her. Or maybe it was just her overactive mind again.

Barry took a step back, so maybe it wasn't just her.

"I-I should get going." He said, prompting Felicity to turn around and glare at him. She watched silently — all the while shooting daggers his way with her eyes — as he gathered his things and practically flew from the studio. Oliver watched him go with amusement dancing in his eyes, his lips pressed firmly together to fight a smile she could see dragging up the corners of his lips.

"That's the second time you've made my friends leave." She accused, turning her back to him and bending over to pick up her book bag.

"I didn't make them do anything." He defended, his eyes flying up to her face when she turned back around. Was he checking out her ass? Felicity felt her ears get warm.

"Your presence is enough Oliver."

"I can't help it if my presence intimidates your friends Felicity." She scoffed, and the action made Oliver raise his eyebrows and grin. She bit her tongue from saying anything else, more than a little perturbed by the reactions he always seemed to garner from her. While being far from letting someone's bullshit slide by, she wasn't usually so confrontational either. Oliver made her want to smack him just as much as he made her want to—

"Intimidating is a strong word Oliver. I think the one you're looking for is more along the lines of 'disturbing' or 'unpleasant.'"

He hummed and Felicity blinked, noticing just how close he'd gotten. Definitely closer than was socially acceptable. She took a step back and Oliver stepped closer. She frowned. "What do you want?"

"What makes you think I want anything."

She groaned, rubbing her temples with the tips of her fingers in a motion that implied weariness from a lifetime of dealing with his shenanigans, rather than just a few sporadic occasions. It struck her that maybe he wasn't the only one that was making themselves familiar with the other too quickly. She wasn't normally like this around people she'd only recently met, and yet somehow Oliver made her feel like she was talking to an old friend.

Even if his thick-headedness was a bit infuriating.

"Oliver…" she warned, glaring at him.

"Okay, fine!" He held his hands up in surrender. "You got me Smoak, I am here because I require your services. I didn't know that you actually did give lessons, but now that I do, I'm glad you do."

" _You_ want dance lessons?" And she was a dancing monkey.

"Don't sound so incredulous Liss, sometimes a humble man such as myself finds himself in need of assistance with the finer arts."

Felicity rolled her eyes, more at his use of the word humble in application to himself than anything else. "It's Felicity, not _Liss_." She corrected.

"I think Liss suits you," he continued, starting a slow walk towards the studio's sound setup.

"Pretty hardcore setup for a room that doesn't get used all that much," he commented.

"I'm not complaining, I may be the only one who uses this room often, but it's nice to have it. Most professional dance studios would kill for a setup as good as this one."

"But not yours?" Oliver asked, turning to look her straight in the eye. "You go that really fancy studio. The one with the hard to say name."

"Trebunskaya."

"My point exactly."

Felicity sighed and shook her head, but a smile began to tug at the edges of her lips. Despite what his reputation might portray him as, it was easier to talk to him than she might have initially thought.

"Stop trying to distract me Liss," he pointed accusingly at her, narrowing his eyes. "I came here to enlist your services for some dance classes and I don't intend to leave until you agree to it." Felicity's smile disappeared.

"What's your ploy here, Oliver?"

"No ploy," he tucked his hands behind his back and gave her a look so innocent it was obvious he wasn't being entirely honest. "My sister's birthday is coming up, and thanks to you and your dance buddies she's all about 'fancy-Cinderella dancing' right now." Felicity nodded, remembering the sweet little girl she'd met the one time she'd been to Queen Manor.

"Unfortunately whatever Thea wants, Thea gets. And on top of that, my parents want me to dance at her party."

"Which brings you to me."

"Exactly."

"Alright then, what's in it for me?" she was teasing him, of course. While not particularly sure it was the greatest idea, she couldn't help but think of little Thea and her birthday party. Felicity told herself she would do this for her. Not for Oliver. Definitely not for him.

Oliver lifted his eyebrows, "You mean you wouldn't do it just because you and I are such good friends?"

Felicity snorted. "Definitely not."

He grinned at her, flashing his perfect teeth and dimples in a way that made her think it was both practiced and yet somehow effortless. "How about a ride to your dance studio, every day?"

"I have a ride."

"A reliable one," he quickly countered. "One that doesn't leave you to walk all that way in the rain."

"It was just that one day, and I was going to take a bus."

"A bus!" He flinched as if burned.

"Busses aren't that bad Oliver! We've talked about this."

"I don't know; I've heard some _things_."

"And I'm sure whatever you've heard is nothing more than exaggerations. People at this school love to invent stories about the horrors of bourgeois things. I'm sure public transportation is just another one of the topics that falls in that category."

"Okay, two things." Oliver was frowning now. "I'm pretty sure the only reason I know what bourgeois means is because it was the topic of the one paper that I actually had to do myself last year because I couldn't get anyone to help me with it. Two: my best friend Tommy has ridden the bus before, and he told me a crazy lady with pink flamingos came up to him and asked him to donate a kidney."

Felicity frowned. As much as she'd like to call shenanigans on the story, she too had come across crazy-pink-flamingo lady. Dealing with her had been an experience Felicity was sure she wouldn't forget anytime soon.

"See," Oliver pointed at her frown, recognizing a victory. "You can't even deny that it's a thing."

"The exception, Oliver. Not the rule."

"We're losing track of the conversation," He frowned, scratching at his temple. "I can sweeten the deal."

"Oh?"

"I'll give you a ride to your dance studio every day after school, and I'll talk to my mom about letting you dance at my sister's birthday. It's a win-win. I get dance lessons out of this so I don't make a fool out of myself, and you can perform and maybe get more people to become interested in your teacher's studio."

Felicity bit her lip. It was certainly easier to tell Oliver no when all he had to offer was avoiding a long walk or a ride on the bus. Increased exposure for her studio wasn't something she could easily pass up.

He waited for her response, face carefully passive, as if afraid that showing too much excitement might make her change her mind. Slowly, as if not entirely sure that she was quite making the right decision, Felicity nodded. Oliver's celebratory grin was practically blinding.

* * *

The rest of the day passed by in a whirlwind. Each tick of the second hand seemed too accelerated, as if time itself were rushing forward. Felicity smoothed her hair down. She was definitely being a little dramatic.

Oliver's silver Porsche sped up to the front of the school the moment she stepped out, screeching to a halt. She searched her memory for details of his driving the last – and only – time that she'd been in his car, but couldn't remember anything. Felicity hoped that he would at least drive like a sane person while she was in the car, or she was going to have to put her foot down on this whole "driving you to your studio after class" business.

"How was your day?" He asked the moment she slid into the car. Felicity raised an eyebrow at him.

"Seriously?"

"What?"

"I literally saw you less than two hours ago Oliver."

"A lot can happen in just two hours Felicity," he defended.

"It was alright, not a lot happens in A.P. US History, just a lot of videos and note taking." She admitted.

"Please don't hate me for asking this, but is it true that you're taking all AP classes this year?"

Felicity actually chuckled a little at that. "So I take you've heard all those rumors about the 'dance-girl'."

"I have," he admitted. "It kind of just seems to me like everyone's jealous."

"Jealous?" Felicity raised her eyebrows, her mouth falling open just a little.

"Most of the kids who are being vicious are the ones that haven't had to do their own homework in forever. I think really they're just upset that you have all your shit together when they don't."

Felicity actually smiled at that. Of course, it was the same thing that Cate always told her, but it was different hearing it from someone else. Not just because it was Oliver who said it, but because Cate was her best friend and therefore was under strict obligation to say those kinds of things to her. It was a best friend thing.

"I actually am taking all AP classes this year." She told him. Oliver blew a low whistle.

"How do you keep up with the all the workload?"

"Very carefully." She admitted. "And with lots of coffee for some of those late nights."

"Raisa and my mom have the coffee on lockdown anytime after seven." Oliver told her. "Usually when I have to stay awake I sneak some Red-Bulls into the mini fridge in my room."

Felicity laughed, imagining Oliver doing his best to be sneaky and smuggle a few cans of energy drink past his kindly housekeeper and his mother. The image was a cute one, but definitely not something she'd ever imagined Oliver doing. The image of the boy who sneaks things into his room refused to correlate with her perspective of Oliver, bad boy of Starling Academy.

"I may be a caffeine fiend Oliver, but Red-Bulls always make me feel a little too wired."

"You've got to get step your caffeine game Smoak, you're going to get left behind."

"I promise I'll work on it."

Oliver turned and grinned at her quickly, before turning his eyes back on the road. Whether it was because she was in the car and he was making a conscious effort to drive well, or he really was just an all around good driver, Felicity felt herself relaxing into the seat. All too soon Eva's dance studio came into view, and Felicity frowned, wondering when she'd begun to dread parting ways with him.

"Looks like we're here."

Felicity turned in her seat to look at him. "Do you want to come inside? My class doesn't start for another hour and a half, we can use the space here to start your lessons if you want." She told herself there was nothing wrong with starting the lessons today. She'd promised after all.

Oliver nodded, a small smile on his lips. He parked in the adjacent parking lot and got out of the car quickly, rounding over to Felicity's side and opening the door for her much like the last time he'd given her a ride somewhere. Thankfully rainwater didn't splash her in the face this time. She took his offered hand, deciding that indulging him was probably easier than making a fuss.

"You sure your teacher won't mind us using her space?"

Felicity shook her head. The thought had actually crossed her mind a few weeks ago when she'd first started teaching Barry, since at the time he'd asked if some of their lessons could be after school instead of during their lunch. When Felicity had run the idea past Eva, expecting a polite but resound "no", she'd been told the opposite.

She wondered briefly what Eva would think when she'd see Oliver instead of Barry. Not that Eva would have reason to know who was who, but still.

Oliver, seemingly determined to play the role of the ever-perfect gentleman, opened the front doors to the studio for her. Felicity felt a slight blush warm her cheeks.

Beside her Oliver blew out a low whistle. "This place is fancy Smoak."

"That's the idea. High-end ballroom dancing lessons. Only the best of the best here." Felicity swore she wasn't bragging. It was what the article in the Starling Times said after all. There was nothing wrong with being proud of where you learned to dance.

Okay, so maybe she was bragging a little.

The look Oliver gave her was a mixture of amused and smitten. Felicity bit the inside of her cheek to keep herself from babbling at him. "Follow me." She instructed, making a beeline for the smallest of the dance rooms. It'd be easier for her to already be set up in there by the time she had to say goodbye to Oliver and greet her fellow dancers.

Once they were inside the room, Oliver watched her as she walked about, setting her stuff down in its usual corner and changing her shoes. Felicity frowned at the suede boots he was wearing. Fashionable, but hardly the best pair of shoes to dance with. She probably should have let him buy a pair of dance shoes before beginning their lessons.

"Do you have a pair of dance shoes?"

Oliver paused midstride towards her. "No?"

"You don't sound very sure."

"Well I mean, I might. My mom tends to buy a lot of things and then they just kind of end up in my closet."

Felicity actually laughed at that a little. "They'd look like any pair of dress shoes really, just find some with sleek soles. The less traction against the floor the better."

"For smooth gliding?"

"Exactly." Oliver nodded, and returned his attention to examining the dance room. "This looks a lot like the one at school. Except for the roof. The roof here kind of reminds me of an old church. You can see the support beams and everything. And the mirrors here look all old style like, they're all spotted at the edges and everything."

"Eva wanted the place to look like that." Felicity began explaining. "The mirrors are actually really old, that's why they look like that. She's always had a thing for classics and vintage things. The sound system in here used to just be a record player, until her employees begged her to upgrade to a better one. She kept the record player in her office though."

"Do you like vintage?"

"I think it has a certain appeal." She admitted. Oliver hummed. "Are you ready?" She asked him, finally done setting up and slipping her flats on. Now that they were about to get down to business, Oliver actually looked a little nervous. "This your fist time?"

The tips of his ears turned bright red.

"Don't worry," she teased. "I'll be gentle."

"What are you teaching me, sexy tango?" Oliver wagged his eyebrows at her.

"Oh heavens no. Tango has to be earned my friend. I'm starting you off with a foxtrot."

"Foxtrot?"

"Yes, it's not the easiest first dance to learn, but I think it might be the best place to start for you. You'll need to be elegant and smooth. No sudden, jerky movements, and I want you to learn rhythm. We'll do a simple step pattern of slow, slow, quick, quick. The line of the dance is counter-clockwise around the edge or the dance floor. You got all that?"

"Yes?"

"Trust me, it's easier to understand in practice than it is in theory. Come here." Oliver walked over to her, stopping a few feet away from her and looking humorously out of his depth. Felicity was beginning to think this might actually be a good thing. She stepped right up to him and grabbed both of his hands, grabbing hold of one and placing the other on her back, just beneath her shoulder blade. As soon as she was in his personal space Felicity took note of the cologne he was wearing. Spicy, and yet subtle. A pleasant fragrance that seemed to be used carefully so as not to be overbearing.

"Didn't realize we'd get this close." Oliver pointed out, his Adams apple bobbing as he swallowed.

"Like hell you didn't Queen." His answering look was both sheepish and endearing. Damn him.

Felicity took a deep breath. "Now remember: slow, slow, quick, quick. And move your feet where I tell when I tell you and how I tell you."

"Yes ma'am."

"And Oliver. Just remember, if you step on my toes, I will hurt you."

* * *

 **AN: Wow! Has it been a long time or what? I will be 100% honest, for a while there I thought I'd never write another word of this story, but here it is, a new chapter. I hope everyone is having a good Holliday season, (did I spell that right? It's 4am I don't even know.) I hope you all enjoyed this chapter, and that you forgive me for my long absence from writing and fanficdom. It's been a hell of a year. To my darling Col, you are amazing and I adore you. To my snowflake Chrissy, miss you, too. Please leave reviews, I do love them so much. I hope to have chapter 5 up by next Saturday, so here's hoping.**

-Owls


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